Terms of Service

1.Agreement & definitions

In these Terms, “GangNest”, “we”, “us”, and “our” mean the GangNest website at gangnest.com (the “Site”) and the GangNest Shopify application and gang-sheet builder (the “App”), operated by KZD LLC (the “Company”), a limited liability company organized under the laws of the State of Illinois, United States. The Site, the App, the builder, and all files and outputs they generate are together the “Service”.

“You” means the individual or entity using the Service. A “Merchant” is a Shopify store owner who installs or uses the App. An “End Customer” is a shopper who uses the builder on a Merchant’s storefront. “User Content” means any file, artwork, image, photograph, logo, text, design, or other material you upload to, create with, or submit through the Service.

By accessing or using the Service, clicking “accept”, installing the App, or building or ordering a gang sheet, you agree to these Terms and to our Privacy Policy, Acceptable Use Policy, Cookie Policy, and Copyright & DMCA Policy, each incorporated by reference. If you do not agree, do not use the Service. If you accept on behalf of an organization, you represent that you are authorized to bind it.

2.Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) and able to form a binding contract. The Service is not directed to children. If you use the Service on behalf of a business, you represent that you are authorized to do so. You are responsible for ensuring your use complies with all laws that apply to you, including the Shopify Terms of Service and any platform rules.

3.The Service

GangNest helps Merchants offer a “gang sheet” builder on their storefront. End Customers upload artwork; the builder arranges (“nests”) the artwork onto print film, estimates the sheet length and price, and produces a print-ready file for the Merchant to output. The Service is provided on an “as is” and “as available” basis and may change, be suspended, or be discontinued at any time. We do not guarantee that the Service, the nesting result, the price estimate, the file output, or any feature will be uninterrupted, error-free, accurate, or fit for any particular purpose. You are responsible for reviewing all outputs before relying on, printing, selling, or shipping them.

4.Accounts & Shopify

The App runs within Shopify. Your installation, billing, and much of your account management are handled through Shopify and are subject to Shopify’s own terms and policies, which are between you and Shopify. You are responsible for your Shopify account, your store, your staff, and all activity under them, and for keeping your credentials secure. We are not responsible for Shopify’s acts, omissions, availability, billing, or policies.

Merchant responsibility. As a Merchant, you alone are responsible for your products, prices, taxes, descriptions, customer communications, order fulfillment, refunds, chargebacks, shipping, and compliance with all laws applicable to your business (including consumer-protection, tax, labeling, and intellectual-property laws). The Service is a tool; it does not make you compliant, and we are not your agent, partner, fulfillment provider, or joint venturer.

5.Fees & the 5% commission

The App is free to install. We charge a commission of 5% per order placed through the GangNest builder, billed through Shopify’s billing system, with no monthly fee and no setup cost. Commission is calculated on the order amounts attributable to the builder as described at install and in the App. Fees are exclusive of taxes; you are responsible for any taxes other than taxes on our net income. Except where required by law or expressly stated in our Refund & Cancellation Policy, fees are non-refundable. We may change our fees on reasonable notice; continued use after the change takes effect is acceptance of the new fees.

The price and sheet length a Merchant or End Customer sees in the builder are estimates based on the Merchant’s settings and the uploaded artwork. The Merchant sets and is responsible for the actual price charged to End Customers.

6.License to use the Service; our intellectual property

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for its intended purpose. The Service — including the Site, the App, the builder, the nesting engine, software, code, design, text, graphics, logos, the “GangNest” name and marks, and all related intellectual property — is owned by us or our licensors and is protected by law. Except for the limited license above, no rights are granted to you. You may not copy, modify, distribute, sell, lease, reverse engineer, decompile, scrape, frame, or create derivative works of any part of the Service; remove proprietary notices; or use our marks without our prior written consent. We welcome feedback, and you grant us a perpetual, irrevocable, royalty-free license to use any feedback you provide without restriction or obligation.

7.Your content, your warranties, and the license you grant us

You retain ownership of your User Content. To operate the Service, you grant us and our service providers a worldwide, non-exclusive, royalty-free license to host, store, copy, reproduce, process, transmit, reformat, resize, nest, render, and display your User Content solely to provide, secure, maintain, and improve the Service and the outputs you request, and as needed to comply with law. For Merchants, this includes producing the print files your orders require.

You represent and warrant, for all User Content you submit, that:

• you own it or have all rights, licenses, consents, and permissions necessary to use it and to grant the license above;
• it does not and will not infringe or violate any copyright, trademark, trade-dress, patent, publicity, privacy, moral, contractual, or other right of any person or entity;
• you have the right to reproduce any name, number, likeness, logo, team mark, character, or brand it contains, and you have any required license from the rights holder (for example, sports, entertainment, or brand licenses);
• it does not violate our Acceptable Use Policy or any law; and
• it contains no malware and no unlawful, defamatory, or infringing material.

You are solely responsible for your User Content and for what you print, sell, and ship. We do not pre-screen User Content, do not endorse it, and are not responsible for it. We may, but are not obligated to, review, refuse, remove, or disable access to any User Content at any time, for any reason, without liability. Claims of infringement are handled under our Copyright & DMCA Policy.

8.Acceptable use

Your use of the Service is governed by our Acceptable Use Policy, which is incorporated into these Terms. Violating it is a material breach and may result in suspension or termination without notice or liability to you.

9.Third-party services

The Service relies on and links to third-party services and platforms, including Shopify, hosting and storage providers, content-delivery networks, payment and billing systems, and other vendors. Those services are governed by their own terms and privacy policies, and we do not control and are not responsible for them, their availability, their acts or omissions, or any loss arising from them. Your dealings with third parties are solely between you and them.

10.Print output, color & fitness

Print is variable. Colors, sharpness, registration, sizing, cut lines, finish, durability, and overall results depend on artwork quality, the printer, film, ink, RIP, heat press, substrate, and operator — none of which we control. Sheet-length and price figures are estimates. We do not warrant any print outcome and are not responsible for misprints, color shifts, low-resolution results, wasted film, mis-cuts, or any production loss. You are responsible for proofing files and for any test prints before production.

11.Privacy

Our Privacy Policy explains how we handle personal data and is incorporated into these Terms. Merchants are responsible for their own privacy compliance toward their End Customers, including any required notices and consents.

12.Disclaimer of warranties

We do not warrant that the Service will be uninterrupted, secure, error-free, or free of harmful components; that defects will be corrected; that results, nesting, pricing, files, or output will be accurate, reliable, complete, or fit for any purpose; or that data will not be lost. No advice or information, whether oral or written, obtained from us or through the Service, creates any warranty not expressly stated here. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you; in that case our warranties are limited to the minimum required by law.

13.Limitation of liability

Without limiting the above, we are not liable for any loss or damage arising from:

• your User Content, or any third party’s content;
• print quality, color, sizing, cut lines, wasted film, misprints, or production outcomes;
• disputes between a Merchant and its End Customers, or any order, fulfillment, shipping, refund, or chargeback;
• third-party services or platforms, including Shopify outages, billing, or policy changes;
• errors in nesting, price or length estimates, or generated files;
• loss, corruption, or unauthorized access to data or content; or
• your failure to comply with law, or any tax, regulatory, or licensing obligation.

These limitations apply to the fullest extent permitted by law. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some limits may not apply to you; nothing in these Terms limits liability that cannot be limited by law (such as for fraud or, where applicable, death or personal injury caused by negligence).

14.Indemnification

You will defend, indemnify, and hold harmless GangNest, the Company, and our affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, demands, suits, proceedings, liabilities, damages, losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or related to: (a) your User Content; (b) your use of or access to the Service; (c) your products, prices, orders, fulfillment, or your dealings or disputes with your End Customers or any third party; (d) your violation of these Terms, the Acceptable Use Policy, or any law; (e) your violation or alleged violation of any third party’s rights, including intellectual-property, publicity, or privacy rights; and (f) your tax, regulatory, or licensing obligations. We may assume the exclusive defense and control of any matter subject to indemnification, in which case you will cooperate with us; you will not settle any matter affecting us without our prior written consent.

15.Assumption of risk & release

You use the Service at your own risk and are solely responsible for your decisions, your content, your products, and your business. To the maximum extent permitted by law, you release GangNest and the Company from any claims, demands, and damages arising out of or connected with any dispute between you and any third party, including other users, your End Customers, rights holders, or print or platform providers.

16.Term & termination

These Terms apply while you use the Service. You may stop using the Service and uninstall the App at any time. We may suspend or terminate your access at any time, with or without cause or notice, including if we believe you have violated these Terms or any policy, or to protect the Service, other users, or any person. On termination, the licenses granted to you end and you must stop using the Service. Sections that by their nature should survive — including ownership, your warranties, disclaimers, limitation of liability, indemnification, release, dispute resolution, and the general provisions — survive termination.

17.Changes to the Service and these Terms

We may modify, suspend, or discontinue any part of the Service at any time. We may also update these Terms; when we do, we will revise the “Last updated” date and, where required, provide additional notice. Changes take effect when posted unless stated otherwise. Your continued use of the Service after changes take effect is your acceptance of the updated Terms. If you do not agree, stop using the Service.

18.Governing law

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Illinois and applicable United States federal law, without regard to Illinois conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.Dispute resolution and venue

Please read this section carefully — it affects your legal rights.

19.1 Informal resolution first

Before starting any proceeding, you agree to contact us at legal@gangnest.com and try to resolve the dispute informally for at least sixty (60) days. Most concerns can be resolved this way.

19.2 Courts and venue

If we cannot resolve a dispute informally, any lawsuit or proceeding arising out of or relating to these Terms or the Service must be brought in a state or federal court located in Illinois. You and KZD LLC consent to the personal jurisdiction and venue of those courts. Either party may bring a qualifying claim in small-claims court or seek temporary or emergency injunctive relief in any court with jurisdiction.

19.3 Time limit

To the extent permitted by law, any claim relating to the Service must be filed within one (1) year after it arises, or it is permanently barred.

20.Force majeure

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government action, outages or failures of the internet, hosting, platforms (including Shopify), utilities, or third-party services, cyberattacks, or pandemics.

21.General

Entire agreement. These Terms and the policies they incorporate are the entire agreement between you and us about the Service and supersede all prior agreements on that subject. Severability. If any provision is held unenforceable, it will be limited or removed to the minimum extent necessary, and the rest remains in effect. No waiver. Our failure to enforce any provision is not a waiver. Assignment. You may not assign these Terms without our consent; we may assign them freely. Notices. We may give notice by posting to the Site or App or by email; you consent to electronic communications. No third-party beneficiaries, except that our affiliates, officers, directors, employees, agents, suppliers, and licensors are intended beneficiaries of the disclaimer, limitation of liability, indemnification, and release provisions. Headings are for convenience only. Export & sanctions. You represent that you are not subject to any applicable embargo or sanctions list and will comply with applicable export-control and sanctions laws.

22.Contact

Questions about these Terms: